EXHIBIT 10.6
                                  ------------

THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE
(COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED
                    ----------
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR
              ---                        ----------
SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION
D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                                SECURED DEBENTURE


                         ROANOKE TECHNOLOGY CORPORATION


                        5% Secured Convertible Debenture


                               September ___, 2007


No.                                                                 US$
     ---                                                               --------

     This Secured Debenture (the "Debenture") is issued on September 30, 2004
                                  ---------
(the "Closing Date") by Roanoke Technology Corporation, a Florida corporation
      ------------
(the "Company"), to                             (together with its permitted
      -------       ----------------------------
successors and assigns, the "Holder") pursuant to exemptions from registration
                             ------
under the Securities Act of 1933, as amended.

                                   ARTICLE I.

     Section 1.01 Principal and Interest. For value received, the Company hereby
                  ----------------------
promises to pay to the order of the Holder on September ___, 2007 in lawful
money of the United States of America and in immediately available funds the
principal sum of ___________ U.S. Dollars (US$________), together with interest
on the unpaid principal of this Debenture at the rate of five percent (5%) per
year (computed on the basis of a 365-day year and the actual days elapsed) from
the date of this Debenture until paid. At the Company's option, the entire
principal amount and all accrued interest shall be either (a) paid to the Holder
on the third (3rd) year anniversary from the date hereof or (b) converted in
accordance with Section 1.02 herein provided, however, that in no event shall
the Holder be entitled to convert this Debenture for a number of shares of

<PAGE>

Common Stock in excess of that number of shares of Common Stock which, upon
giving effect to such conversion, would cause the aggregate number of shares of
Common Stock beneficially owned by the Holder and its affiliates to exceed 4.99%
of the outstanding shares of the Common Stock following such conversion.

     Section 1.02 Optional Conversion. The Holder is entitled, at its option, to
                  -------------------
convert, and sell on the same day, at any time and from time to time, until
payment in full of this Debenture, all or any part of the principal amount of
the Debenture, plus accrued interest, into shares (the "Conversion Shares") of
                                                        -----------------
the Company's common stock, par value $0.001 per share ("Common Stock"), at the
                                                         ------------
price per share (the "Conversion Price") equal to the lesser of (a) an amount
                      ----------------
equal to one hundred twenty percent (120%) of the closing bid price of the
Common Stock as listed on a Principal Market (as defined herein), as quoted by
Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or (b) an amount
                     -----------------
equal to eighty percent (80%) of the lowest volume weighted average price of the
Company's Common Stock, as quoted by Bloomberg, LP (the "VWAP"), for the five
                                                         ----
(5) trading days immediately preceding the Conversion Date (as defined herein).
Subparagraphs (a) and (b) above are individually referred to as a "Conversion
                                                                   ----------
Price". As used herein, "Principal Market" shall mean The National Association
-----                    ----------------
of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap
Market, or American Stock Exchange. If the Common Stock is not traded on a
Principal Market, the Closing Bid Price and/or the VWAP shall mean, the reported
Closing Bid Price or the VWAP for the Common Stock, as furnished by the National
Association of Securities Dealers, Inc., for the applicable periods. No fraction
of shares or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest
whole share. To convert this Debenture, the Holder hereof shall deliver written
notice thereof, substantially in the form of Exhibit "A" to this Debenture, with
appropriate insertions (the "Conversion Notice"), to the Company at its address
                             -----------------
as set forth herein. The date upon which the conversion shall be effective (the
"Conversion Date") shall be deemed to be the date set forth in the Conversion
 ---------------
Notice.

     Section 1.03 Reservation of Common Stock. The Company shall reserve and
                  ---------------------------
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of this Debenture, such number of
shares of Common Stock as shall from time to time be sufficient to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of
authorized shares of Common Stock.

     Section 1.04 Right of Redemption. The Company at its option shall have the
                  -------------------
right to redeem, with three (3) business days advance written notice (the
"Redemption Notice"), a portion or all outstanding convertible debenture. The
 -----------------
redemption price shall be one hundred twenty percent (120%) of the amount
redeemed plus accrued interest.

     In the event the Company exercises a redemption of either all or a portion
the Convertible Debenture, the Holder shall receive a warrant to purchase fifty
thousand (50,000) shares of the Company's Common Stock for every One Hundred
Thousand U.S. Dollars (US$100,000) redeemed, pro rata (the "Warrant"). The
                                                            -------
Warrant shall be exercisable on a "cash basis" and have an exercise price of one


                                       2
<PAGE>

hundred twenty percent (120%) of the Closing Bid Price of the Company's Common
Stock on the Closing Date. The Warrant shall have "piggy-back" and demand
registration rights and shall survive for two (2) years from the Closing Date.

     Section 1.05 Registration Rights. The Company is obligated to register the
                  -------------------
resale of the Conversion Shares under the Securities Act of 1933, as amended,
pursuant to the terms of a Registration Rights Agreement, between the Company
and the Holder of even date herewith (the "Investor Registration Rights
Agreement").

     Section 1.06 Interest Payments. The interest so payable will be paid at the
                  -----------------
time of maturity or conversion to the person in whose name this Debenture is
registered. At the time such interest is payable, the Company may elect to pay
the interest in cash (via wire transfer or certified funds) or in the form of
Common Stock. If paid in the form of Common Stock, the amount of stock to be
issued will be calculated as follows: the value of the stock shall be the
Closing Bid Price on: (i) the date the interest payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made. A
number of shares of Common Stock with a value equal to the amount of interest
due shall be issued. No fractional shares will be issued; therefore, in the
event that the value of the Common Stock per share does not equal the total
interest due, the Company will pay the balance in cash.

     Section 1.07 Paying Agent and Registrar. Initially, the Company will act as
                  --------------------------
paying agent and registrar. The Company may change any paying agent, registrar,
or Company-registrar by giving the Holder not less than ten (10) business days'
written notice of its election to do so, specifying the name, address, telephone
number and facsimile number of the paying agent or registrar. The Company may
act in any such capacity.

     Section 1.08 Secured Nature of Debenture. This Debenture is secured by all
                  ---------------------------
of the assets and property of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"Security Agreement"). As set forth in the Security Agreement, Holder's security
 ------------------
interest shall terminate upon the occurrence of an Expiration Event as defined
in the Security Agreement.

                                  ARTICLE II.

     Section 2.01 Amendments and Waiver of Default. The Debenture may not be
                  --------------------------------
amended. Notwithstanding the above, without the consent of the Holder, the
Debenture may be amended to cure any ambiguity, defect or inconsistency, or to
provide for assumption of the Company obligations to the Holder.

                                  ARTICLE III.

     Section 3.01 Events of Default. An Event of Default is defined as follows:
                  -----------------
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days
of the date of maturity of this Debenture; (b) failure by the Company to comply
with the terms of the Irrevocable Transfer Agent Instructions attached to the
Securities Purchase Agreement; (c) failure by the Company's transfer agent to
issue freely tradeable Common Stock to the Holder within five (5) days of the
Company's receipt of the attached Notice of Conversion from Holder; (d) failure
by the Company for ten (10) days after notice to it to comply with any of its


                                       3
<PAGE>

other agreements in the Debenture; (e) events of bankruptcy or insolvency; (f) a
breach by the Company of its obligations under the Securities Purchase Agreement
or the Investor Registration Rights Agreement which is not cured by the Company
within ten (10) days after receipt of written notice thereof. Upon the
occurrence of an Event of Default, the Holder may, in its sole discretion,
accelerate full repayment of all debentures outstanding and accrued interest
thereon or may, notwithstanding any limitations contained in this Debenture
and/or the Securities Purchase Agreement dated the date hereof between the
Company and Cornell Capital Partners, L.P. (the "Securities Purchase
                                                 -------------------
Agreement"), convert all debentures outstanding and accrued interest thereon
---------
into shares of Common Stock pursuant to Section 1.02 herein.

     Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated in
                  ------------------------------------------
Article III Section 3.01, a breach by the Company of its obligations under the
Investor Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days, shall entitle the Holder to accelerate
full repayment of all debentures outstanding and accrued interest thereon or,
notwithstanding any limitations contained in this Debenture and/or the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest thereon into shares of Common Stock pursuant to Section 1.02 herein.
The Company acknowledges that failure to honor a Notice of Conversion shall
cause irreparable harm to the Holder.

                                  ARTICLE IV.

     Section 4.01 Rights and Terms of Conversion. This Debenture, in whole or in
                  ------------------------------
part, may be converted at any time following the Closing Date, into shares of
Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

     Section 4.02 Re-issuance of Debenture. When the Holder elects to convert a
                  ------------------------
part of the Debenture, then the Company shall reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

     Section 4.03 Termination of Conversion Rights. The Holder's right to
                  --------------------------------
convert the Debenture into the Common Stock in accordance with paragraph 4.01
shall terminate on the date that is the third (3rd) year anniversary from the
date hereof and this Debenture shall be automatically converted on that date in
accordance with the formula set forth in Section 4.01 hereof, and the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

     Section 5.01 Anti-dilution. In the event that the Company shall at any time
                  -------------
subdivide the outstanding shares of Common Stock, or shall issue a stock
dividend on the outstanding Common Stock, the Conversion Price in effect
immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision, dividend or
combination as the case may be.

     Section 5.02 Consent of Holder to Sell Capital Stock or Grant Security
                  ---------------------------------------------------------
Interests. Except for the Standby Equity Distribution Agreement dated the date
---------


                                       4
<PAGE>

hereof between the Company and Cornell Capital Partners, LP, so long as any of
the principal of or interest on this Debenture remains unpaid and unconverted,
the Company shall not, without the prior consent of the Holder, issue or sell
(i) any Common Stock or Preferred Stock without consideration or for a
consideration per share less than its fair market value determined immediately
prior to its issuance, (ii) issue or sell any Preferred Stock, warrant, option,
right, contract, call, or other security or instrument granting the holder
thereof the right to acquire Common Stock without consideration or for a
consideration per share less than such Common Stock's fair market value
determined immediately prior to its issuance, (iii) enter into any security
instrument granting the holder a security interest in any of the assets of the
Company, or (iv) file any registration statement on Form S-8.

                                  ARTICLE VI.

     Section 6.01 Notice. Notices regarding this Debenture shall be sent to the
                  ------
parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:      Roanoke Technology Corporation
                            2720 North Wesleyan Boulevard
                            Rocky Mount, NC  27804
                            Attention:        David L. Smith, Jr.
                                              President and Chief Executive
                                              Officer
                            Telephone:        (252) 428-0200
                            Facsimile:        (252) 428-0212

With a copy to:             Kirkpatrick & Lockhart LLP
                            201 South Biscayne Boulevard - Suite 2000
                            Miami, FL  33131-2399
                            Attention:        Clayton E. Parker, Esq.
                            Telephone:        (305) 539-3300
                            Facsimile:        (305) 358-7095

If to the Holder:           Cornell Capital Partners, LP
                            101 Hudson Street, Suite 3700
                            Jersey City, NJ  07303
                            Telephone:        (201) 985-8300
                            Facsimile:        (201) 985-8266

With a copy to:             Butler Gonzalez LLP
                            1416 Morris Avenue, Suite 207
                            Union, NJ 07083
                            Attention:        David Gonzalez, Esq.
                            Telephone:        (908) 810-8588
                            Facsimile:        (908) 810-0973


     Section 6.02 Governing Law. This Debenture shall be deemed to be made under
                  -------------
and shall be construed in accordance with the laws of the State of Florida
without giving effect to the principals of conflict of laws thereof. Each of the


                                       5
<PAGE>

parties consents to the jurisdiction of the U.S. District Court sitting in the
District of the State of New Jersey or the state courts of the State of New
Jersey sitting in Hudson County, New Jersey in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens to
                                                        --------------------
the bringing of any such proceeding in such jurisdictions.

     Section 6.03 Severability. The invalidity of any of the provisions of this
                  ------------
Debenture shall not invalidate or otherwise affect any of the other provisions
of this Debenture, which shall remain in full force and effect.

     Section 6.04 Entire Agreement and Amendments. This Debenture represents the
                  -------------------------------
entire agreement between the parties hereto with respect to the subject matter
hereof and there are no representations, warranties or commitments, except as
set forth herein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.

     Section 6.05 Counterparts. This Debenture may be executed in multiple
                  ------------
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.

     IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company
as executed this Debenture as of the date first written above.

                           ROANOKE TECHNOLOGY CORPORATION

                           By:      /s/ David L. Smith, Jr.
                              -----------------------------
                           Name:    David L. Smith, Jr.
                           Title:   President and Chief Executive Officer


                                       6


<PAGE>




                                   EXHIBIT "A"
                                   -----------


                              NOTICE OF CONVERSION
                              --------------------


        (To be executed by the Holder in order to Convert the Debenture)



TO:

         The undersigned hereby irrevocably elects to convert US$
of the principal amount of the above Debenture into Shares of Common Stock of
Roanoke Technology Corporation, according to the conditions stated therein, as
of the Conversion Date written below.

Conversion Date:

Applicable Conversion Price:

Signature:

Name:

Address:

Amount to be converted:                   US$

Amount of Debenture unconverted:          US$

Conversion Price per share:               US$

Number of shares of Common Stock to be

issued:

Please issue the shares of
Common Stock in the following
name and to the following address:

Issue to:

Authorized Signature:

Name:

Title:

Phone Number:

Broker DTC Participant Code:

Account Number:


                                      A-1